Soundpad license terms

1 Object of the Agreement

The object of these license terms ("Agreement") is the granting of use and exploitation rights to the Soundpad software ("Licensed Material") described in the Appendix by the Licensor, Mr. Arthur Lepp, Iltisstrasse 142, 50825 Cologne, Germany, to the Licensee.

The Licensor provides the Soundpad software in accordance with the conditions described here. The software is free of charge. The Licensee may unlock additional features of the Soundpad software through separate purchase of a serial number on the website (www.leppsoft.com). The free and paid functions are explained and compared in detail in the Appendix.

The Licensed Material consists of the object code of the software.

2 Scope

For agreements between the Licensor and the Licensee the following conditions in their valid version at the time of granting of the license exclusively apply. Different terms shall not be recognized, unless the seller agrees to their validity in writing.

3 Granting of rights

The Licensor grants to the Licensee the temporally and spatially unlimited, simple, non-transferable right to use, reproduce, edit and decompile the Licensed Material as specified in this Agreement.

Without activation of a separately available serial number, the contractually granted use extends solely to use of those free features of the Licensed Material described in the Appendix.

By activating an optional, separately available and unique serial number for a one-off purchase made within the software according to the description in the Appendix, more detailed descriptions of feature sets of additional purchased functions can be enabled in the Appendix. After activation of a separately available serial number, the right granted here to use the Licensed Material is extended to include rights to the additional paid functions described in more detail in the Appendix. Activation of additional paid functions requires a working connection to the Internet.

The right to copy the Licensed Material is limited to the installation of the Licensed Material on up to two standing computer systems directly held by the customer and a reproduction necessary for loading, displaying, running, transmitting and storing the Licensed Material as well as to the right to create a backup copy of the Licensed Material by a person authorized to do so per § 69 d para. 2 of the German Copyright Act (UrhG).

The right to edit the Licensed Material is limited to the preservation or restoration of the agreed functionality of the Licensed Material.

The right to decompile the Licensed Material is only granted subject to the condition of § 69 e para. 1 no. 1 to 3 of the German Copyright Act (UrhG) and under § 69 e para. 2 no. 1 to 3 of the Copyright Act.

Further use and exploitation rights to the Licensed Material will not be granted to the customer.

4 Delivery and installation of the licensed material

To exercise the herein granted use and exploitation rights, the Licensor will allow the Licensee access to the required number of copies by data transfer (download).

The Licensee is responsible for providing a system environment which fulfills the requirements stated in the Appendix.

The licensed material will be installed by the Licensee.

5 Claims for defects

The software provided by the Licensor essentially corresponds to the product description in the Appendix. Warranty claims do not exist for insignificant deviations from the agreed or implied quality or for only minor impairments of usability. Without prior written agreement, the product specifications do not apply as a guarantee.

If the Licensee requires supplementary performance due to a defect, the Licensor has the right to choose between repair, replacement or compensation. If the Licensee sets the Licensor a period of at least 12 days to remedy a significant deficiency without result or if subsequent attempts to remedy, repair or replace have remained unsuccessful, the Licensee may withdraw from the Agreement or reduce the purchase price and claim damages or reimbursement of expenses in accordance with statutory requirements. The provider is entitled to remedy the defect by installing a new version of the program or providing a work-around. If the defect does not affect the functionality of the service or only does so minimally, the Licensor is entitled to the exclusion of other warranty claims to remedy the defect by delivering a new version or an update as part of its version, update, and upgrade planning.

Defects shall, as far as possible, include a comprehensible description of the error symptoms, as evidenced by written records or other documentation illustrating the defects. The notice of defect shall allow the fault/defect to be replicated. The Licensee's right to inspect the services and file claims for defects remains unaffected.

For the limitation period for defect claims, the statutory regulations apply.

Claims for damages are subject to the restrictions of Section 7.

6 Claims for defects of title

The software delivered or provided by the Licensor is free of any third-party rights which would prevent its use as agreed herein.

If such third-party rights do exist and they are asserted by their holders, the Licensor shall do everything within their power, at their own expense, to defend the software against the same. The Licensee shall inform the Licensor of the assertion of such rights by third parties without delay and give the Licensor authority and powers necessary to defend the software against the alleged third party rights.

Insofar as any legal defects in title exist, the Licensor is (a) entitled at his own discretion (i) to take legal measures against third-party rights which affect the use of the software or (ii) to eliminate their assertion or (iii) to change or replace the software in such a way that it no longer infringes the rights of third parties, provided that this does not significantly affect the functionality of the software as agreed herein, and (b) the Licensor is required to reimburse the customer for any costs necessary to defend against such claims.

If the assertion of rights is not remedied in accordance with para. 3 within a reasonable grace period to be set by the customer, the customer is entitled to withdraw from this agreement as allowed by law or seek a reduction in the associated fees and to seek damages.

Furthermore, Section 5 para. 4 applies accordingly.

7 Liability

Licensee claims for damages are excluded. This excludes Licensee claims for damages resulting from injury to life, limb, health or from the breach of essential obligations (cardinal obligations), as well as liability for other damages caused by an intentional or grossly negligent breach of duty by the Licensor, their legal representatives or agents. Essential obligations are those whose fulfillment is necessary to achieve the objective of the Agreement.

In case of breach of essential obligations, the Licensor is only liable for typical, foreseeable damages when these are caused by simple negligence, unless the Licensee's claims are for injury to life, body, or health.

The restrictions of para. 1 and 2 also apply to our legal representatives and vicarious agents if claims are made directly against them.

8 Third party rights

The software of the Licensor permits the Licensee to select audio files from their computer (or from peripheral storage media) and to include these as playable audio in appropriate third party software programs (such as games, chat programs, audio recording software and many others) or on their computer as an audio source, so that the Licensee's own selected audio files are able to be played by the software provided by the Licensor together with suitable third-party software via network connections and/or made publicly accessible.

The Licensee must always make sure in advance and take care to be in possession of all requisite rights for audio files distributed or publicly disclosed by means of Licensor provided and third party software; this applies in particular but not exclusively for copyright, trademark and criminal law. The Licensee must refrain from any distribution and/or public disclosure of audio files by means of the Licensor provided software which will violate the rights of third parties.

If the Licensor, due to breach of Licensee obligations under Section 5 para. 2 becomes subject to claims arising from violation of third-party intellectual property rights, copyright or other rights, the Licensee is obligated to indemnify the Licensor against these claims and the cost of litigation and legal defense. This indemnification obligation will not apply only if the Licensee is not responsible for the violation of the rights of third parties. Other claims for damages remain unaffected.

9 Final provisions

For agreements between seller and customer, the law of the Federal Republic of Germany shall apply under exclusion of the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only insofar as the protection provided is not revoked by mandatory provisions of the laws of the state in which the consumer has his or her habitual residence.

The parties agree that the location of the Licensor will be the exclusive jurisdiction for all disputes in connection with this Agreement, provided that the Licensee is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a public special asset or the Licensee has no address in the Federal Republic of Germany at the time of initiation of legal proceedings.

The Agreement shall remain binding even in case of legal invalidity of individual items in its remaining parts. Statutory provisions, if available, shall replace the ineffective items.

Cologne, October 2016

Appendix

(1) Description

Soundpad allows users to add sound files into the microphone signal before other applications process that signal. Hereby sounds can be played to others in voice chat applications (e.g. Skype, Teamspeak).

(2) Free trial version

The free trial version limits the amount of sound files in the sound list to 10 and the amount of sound files being playable to 10. With each start of Soundpad the user can again play 10 sound files.

(3) Paid version

The paid version allows an unlimited amount of sound files in the sound list and allows to play an unlimited amount of sound files.

(4) Requirements to the system environment

Besides of unforseen special system properties, the Licensor states following requirements to the system environment.

Admin privileges on installation and on changes in the device preferences.

Disabled Windows Audio DRM Validation (is being disabled automatically on installation and can be enabled again at anytime in the options of Soundpad).

(5) Activation of the serial number

The serial number can be registered in two ways to activate the paid features.

The Licensee enters the serial number in Soundpad and grants an internet connection to the registration server.

The Licensee visits https://www.leppsoft.com/soundpad/register and enters the serial number in the form provided there. This starts the download of a license file, which the Licensee has to save in the installation directory of Soundpad. Afterwards, the Licensee must enter the serial number in Soundpad. This way Soundpad does not require an internet connection.